Toast, Inc. — Director's Dealing 2022

Dec 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Toast, Inc. (TOST)
CIK: 0001650164
Period of Report: 2022-12-01

Reporting Person: Bessemer Venture Partners IX L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners IX Institutional L.P. (10% Owner)
Reporting Person: Deer IX & Co. Ltd. (10% Owner)
Reporting Person: Deer IX & Co. L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners Century Fund L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners Century Fund Institutional L.P. (10% Owner)
Reporting Person: Deer X & Co. Ltd. (10% Owner)
Reporting Person: Deer X & Co. L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-01	Class A Common Stock	C	1925000	$0.00	Acquired	1925000	Indirect
2022-12-01	Class A Common Stock	S	1925000	$18.07	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-01	Class B Common Stock	$	C	1925000	Disposed		Class A Common Stock (1925000)	Indirect

Footnotes

F1: Each outstanding share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder or automatically upon the occurrence of other events set forth in the Issuer's certificate of incorporation.

F2: Represents 458,040 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 366,960 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"), 150,480 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and 949,520 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds").

F3: Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds.

F4: Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds.

F5: On December 1, 2022, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional sold 458,040 shares, 366,960 shares, 150,480 shares and 949,520 shares of Class A Common Stock of Toast, Inc., respectively.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F7: As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 17,759,681 shares of Class B Common Stock, 14,228,219 shares of Class B Common Stock, 451,505 shares of Class B Common Stock, and 2,848,970 shares of Class B Common Stock, respectively.